Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property, nor has the Company ever owned any real property.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Neither the Company nor any of its Subsidiaries owns any real property, nor has the Company or any of its Subsidiaries ever owned any real property. Section 2.13(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and, with respect to any current lease, license, sublease or other occupancy right, the square footage of the premises leased thereunder and the aggregate annual rental payable thereunder.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 3.16(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payable under any such lease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company and its Subsidiaries do not own any real property, nor has the Company or its Subsidiaries ever owned any real property. Section 3.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company and its Subsidiaries or otherwise used or occupied by the Company and its Subsidiaries for the operation of its businesses (the “Leased Real Property”), the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the square footage of the premises leased thereunder and the aggregate annual rental payable under any such lease.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company owns no real property, nor has it ever owned any real property. Section 2.12(a) of the Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default).
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. The Company does not own any real property, nor has the Company ever owned any real property. Section 2.16(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payable under any such lease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material. The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet, and (ii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby. Section 2.16(b) of the Company Disclosure Schedule sets forth a list of all personal property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payable under any such lease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material. All material items o...
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company owns the real property set forth on Section 2.13(a)(i) of the Disclosure Schedule (“Owned Real Property”) and neither the Company nor any of its Subsidiaries owns or, except as set forth in Section 2.13(a)(ii) of the Disclosure Schedule, has since May 31, 2007 owned any real property.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Each Seller has good and valid title to, or, in the case of licensed properties and assets, valid licenses in, all of the Acquired Assets, free and clear of any Liens, except as reflected in Schedule 4.9 (a) and except for such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from or interfere with, the value or present use, of the property subject thereto or affected thereby. Each Seller at the Closing will sell, convey, assign, transfer and deliver to Buyer good and valid title to all of its respective Acquired Assets, free and clear of Liens, except as reflected in Schedule 4.9 (a) and except for such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not substantially detract from the value, or substantially interfere with the present use, of the property subject thereto or affected thereby.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no real property, nor has it ever owned any real property. Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed or otherwise occupied by Seller in connection with the Business (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Section 2.9(a) of the Company Disclosure Schedule sets forth a list of all real property currently owned or leased by the Company and, in the case of leased property, the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental and/or other fees payable under any such lease. All such leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, is reasonably likely to give rise to a default) of the Company.
